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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

 

FORM 8-K

__________________________

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 12, 2024 (January 12, 2024)

__________________________

 

Volcon, Inc.

(Exact Name of Registrant as Specified in its Charter)

__________________________

 

Delaware 001-40867 84-4882689

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

 

3121 Eagles Nest Street, Suite 120

Round Rock, TX 78665

(Address of principal executive offices and zip code)

 

(512) 400-4271

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.00001 per share   VLCN   NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

   

 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

A special meeting of stockholders (the “Special Meeting”) of Volcon, Inc. (the “Company”) was convened on January 12, 2024. Set forth below are the three proposals that were voted on at the Special Meeting and the stockholder votes on each such proposal, as certified by the Special Meeting inspector of election. The proposals are described in greater detail in the Definitive Proxy Statement of the Company (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2023, the relevant portions of which are incorporated herein by reference.

 

On November 17, 2023, the record date for the Special Meeting (the “Record Date”), there were 12,825,320 shares of Company common stock issued, outstanding and entitled to vote. Stockholders holding 8,276,978 shares of Company common stock, representing approximately 64.5% of the shares of common stock outstanding on Record Date, were present at the Special Meeting, in person or represented by proxy.

 

Each of the proposals summarized below was approved by the Company’s stockholders.

 

Proposal 1:

 

For purposes of complying with Nasdaq Listing Rule 5635(d), to approve the Warrant Stockholder Approval Provisions described in detail in the Proxy Statement (collectively, the “Nasdaq Proposal”).

 

For Against Abstain Broker Non-Vote
2,408,595 70,307 4,710,645 1,087,431

 

Proposal 2:

 

To approve an amendment to the Company's amended and restated certificate of incorporation to grant our Board of Directors authority to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a reverse stock split ratio of between 1-for-2 to 1-for-45 (or any whole number in between), as determined by the Board in its sole discretion, prior to the one-year anniversary of the Special Meeting (the “Reverse Split Proposal”).

 

For Against Abstain Broker Non-Vote
7,798,972 447,523 30,483 0

 

Proposal 3:

 

To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Nasdaq Proposal and/or the Reverse Split Proposal.

 

For Against Abstain Broker Non-Vote
7,823,467 285,511 168,000 0

 

Other than the three proposals summarized above, no other item of business was submitted at the Special Meeting for stockholder action.

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Volcon, Inc.
  (Registrant)
   
Date: January 12, 2024 /s/ Greg Endo
  Greg Endo
Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

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Jan. 12, 2024
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Entity File Number 001-40867
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